Overland Will Issue and Sell 5,400,000 shares

Overland Storage, Inc. proposes, subject to the terms and conditions, to issue and sell to Roth Capital Partners, LLC an aggregate of 5,400,000 shares of common stock, no par value per share, of the Company and to grant to the Underwriter the option to purchase an aggregate of up to 810,000 additional shares of Common Stock as may be necessary to cover over-allotments made in connection with the offering of the Underwritten Shares.